Avengers of the Multiverse, Episode 3: Ghost Busting
by Iron117Prime
Summary: Amity Park is once again under siege by ghosts. Only this time, the ghosts will find that this city is not being protected by just Danny Phantom and his friends anymore. Avengers Assemble! (Note: See Aaron12's DP fics for some elements to be seen in this story)
1. Chapter 1

**Hi everyone. I would like to apologize to you all for the long wait for this, I hit a bit of a writer's block and I also needed to work on a few other stories before I could continue my Avengers series. I thank you all for your patience, so let us begin. I do not own Danny Phantom, Kim Possible, Sym-Bionic Titan, Ben 10 series, Generator Rex, Secret Saturdays, or American Dragon: Jake Long.**

 **Episode 3 Ghost Busting**

"GHOSTS!"

Those we're the screams of multiple citizens as dozens of ghosts invaded the town of Amity Park. Ghosts came in all kinds of shapes and sizes, representing humanoid animals and other monstrosities as they laid waste to the town; destroying many shops and sending the populace into a mass panic.

During said panic, the vehicle that is known as the Fenton RV rode through the chaotic streets, ecto-guns blazing and shooting every ghost it came across.

"Get your filthy mits off my town you ecto-freaks!" Jack Fenton roared as he drove the RV and shot all the lasers on board. The passenger window opened up, and his wife Maddie Fenton popped up an Ecto-bazooka and fired rapidly at all the ghosts she could see.

"Jack, we haven't seen this many ghosts since that invasion last year." Maddie stated, referring to Pariah Dark's attempt to take over.

"It doesn't matter how many ghosts there are baby!" Jack replied as he ran down all the ghosts in front of the moving vehicle. "Jack Fenton won't back down until his city is safe!"

"Remember it's not just us anymore, it's kinda nice that Danny's being plenty active with this whole thing." Maddie said.

"I still can't believe our own son is Danny Phantom." Jack said. "My boy is a super hero." He relished in a strong sense of pride. "Speaking of Danny, where is he anyway?"

"Last I heard, he was meeting with Jazz, Dani, Sam, and Tucker near City Hall." Maddie revealed. "He said he had something very special planned for this."

* * *

 _City Hall_

At the center of Amity Park; all the citizens had found shelter as many ghosts attacked but we're presently being held back. The one leading the charge was Sam Manson, Danny's love interest and ghost partner. Presently she was in her ghost form of Sam Tasma. Like Danny, her hair was white with glowing green eyes.

She wore a black suit with an exposed belly and neck, black pants, white combat boots, white fingerless gloves (minus the middle finger), and a long black jacket with a white ST symbol on the back. She wielded a katana made of ecto-energy as she lunged forward and cut down many ghosts coming her way.

Fighting along side Sam was Dani Phantom, Danny's younger sister/clone. She blasted a series of ecto-beams like machine guns from her hands that blew away an incoming horde of ghosts. Sam and Dani found themselves back-to-back as several ghosts came down at them from above, but they we're cut shot by a series of energy beams fired by Danny's sister Jazz Fenton, and his best friend Tucker Foley, both wielding Fenton ecto-guns. Despite the best efforts of these four youths, there seemed to be no end in sight to these ghosts.

"Where the hell is Danny!?" Tucker questioned as he continued to fire. "Is he on vacation or something!?"

"Danny said he'd be here, so he'll be here!" Sam replied as she charged ecto-energy into her foot and kicked a ghost in the face to send him flying into a group of other ghosts, not unlike a bowling ball striking several pins.

"What exactly could he be doing though?" Jazz questioned as she took cover behind a bench and opened fire. "What is taking him so long!"

"We'll just have to wait, Danny won't abandon us!" Dani replied as she punched a ghost in the gut.

Five ghosts charged forward to Dani and Sam but we're blasted back by an ecto-wave that came from the sky. "Abandon you guys?" All four kids looked up to see the aforementioned half-ghost hovering down. "Sorry, but that's not my style."

"Danny!" Dani exclaimed as she latched onto her older brother and hugged him across the neck. Jazz and Tucker ran towards him as well.

"Easy there kiddo." Danny said as he sat down Dani.

"Just where the heck have you been dude?" Tucker asked.

"Sorry babe." Sam agreed. "But we are kinda having a hard time right now." She said referring to the dozen vicious ghosts slowly heading there way

"Sorry about that guys, just getting some reinforcements." Danny told them.

"Reinforcements?" Jazz asked.

Before anything else could be said, a white portal opened up above the group as all the ghosts had there attention drawn to it, as well as Sam, Tucker, Dani, and Jazz. Danny just had a smile on his face as he snapped his fingers and said two magical words.

"Avengers, Assemble."

Jumping out of the portal in dramatic fashion were four members of the Multiverse's youngest and mightiest heroes: Kim Possible, in her battle suit; Ben Tennyson, Omnitrix at the ready; Rex Salazar, armed with his Smack Hands; and Princess Illana in her Corus Armor. The portal closed and Danny landed in the middle of his team. The enemy ghosts did not see this coming; while Danny's friends we're quite surprised as well.

"Alright Avengers." Danny began. "Put the hurt on these punks. GO!"

The Avengers charged forward and began their assault. Ben ran towards four ghosts and activated his Omnitrix, transforming into Four Arms.

"Who wants to wrestle?" Four-Arms challenged as he cracked two of his knuckles. The ghosts roared before they ran forward, big mistake. Four Arms socked one in the face so hard it was sent flying through a whole building. He grabbed another ghost by the foot and twirled him around like a nunchuck and likewise slammed him into the other two. He then let the ghost dropped before Four Arms punched the ground and created a tremor that knocked all the ghosts off their feet.

Kim rolled underneath the clawed attack of a bear-like ghost before sweeping it off its feet in a leg swipe. She jumped over a ground pound of a rather large ghost before landing behind it and delivering a hard kick in the spine with the Battle-Suit's enhanced strength. One Cyclops ghost ran towards Kim with opened jaws but she caught it in the upper mouth and jumped over, flipping the ghost over herself and tossing it into two more incoming ghosts.

Rex had two snake-like ghosts flying towards them but he grabbed both of them in his large metal hands. "Come on, that the best you got?" Rex challenged as he smacked the two snake-ghosts together hard. He heard a roar and turned around to see a large bull-like ghost roaring towards him, Rex grabbed it by the horns and struggled against it. It seemed like the ghost-bull was too strong as it was pushing Rex back, but he smirked as he formed his Punk Busters and fell back, and using both feet to propel the bull ghost sky high. He jumped high and gave a roundhouse kick to send the ghost bull to parts unknown.

Illana took to the skies in her Corus Armor as she flew away from several bird-like ghosts. She aimed her forehead laser back and fired, taking down a few ghosts with several direct hits. She looked ahead and saw several more air-born ghosts snarling and flying towards her. Illana just simply stopped in mid air and let both ghosts come from all-sides. Once they we're close enough, she activated her electric-shield. Once the ghosts made contact they lit up like bugs in a bug-zapper and fell to the ground, while smoldering.

Danny was charging head on into a group of ghosts himself, his hands surging with ecto-energy as he laid out a series of punches as he flew forward. Each single punch was enough to KO a ghost before he stopped and turned around to a fallen heap of ghosts.

Sam, Tucker, Dani, and Jazz continued to watch this. While Tucker and Jazz had there jaws dropped in surprise, Dani looked quite excited at this action, where as Sam looked quite impressed as this was to be expected from her boyfriend.

"That's… Danny's team?" Jazz asked.

"I heard he had a team with other guys but this is…" Tucker began, but was unable to find the right words.

"Awesome!" Dani finished for him. "This is so, totally, unbelievably awesome!"

"Well kid, we're not gonna let them have all the fun, are we?" Sam teased Dani with her hands surging with ecto-energy themselves.

"Heck no." Dani replied with her own mischievous grin as the two female half-ghosts flew forward.

Illana and Kim stood together as they faced a massive humanoid tiger-like ghost looming over them; the two looked ready to take it down.

"He's big." Illana noted.

"Eh, we've both seen bigger." Kim brushed off with a shrug.

The ghost was about to pounce towards them, but before either girl could do anything Dani flew right into it's gut, foot-first. She kicked it so hard that its eyes we're about to come right out of their sockets as it flew into a building.

"Don't tell me that's all you got." Dani taunted.

"Wow. Nice kick." Kim congratulated.

"Thanks." Dani replied with a smile.

"You look… just like Danny, are you his sister?" Illana guessed.

"You could say that." Dani replied before they heard a growl and saw the same tiger-ghost from before getting back up. "So, you guys wanna ask questions, or you wanna kick some but?"

Kim gave a raised eyebrow and an amused smile at that. "Illana, I like this kid."

The tiger-ghost pounced forward, only for Kim to jump and fall behind it, landing both her feet in the back of it's skull, sending it tumbling to Dani, who was charging an ecto-beam Kamehameha-style, with Illana powering up a beam from her glowing chest plate. Once the ghost came close enough; both Illana and Dani let loose with their respective lasers that blasted a massive hole through the ghost; before it fell over in smoking heap.

Rex and Four-Arms had themselves surrounded by several unconscious ghosts before they saw three more ghosts coming towards them; before they could respond however, the three ghosts found themselves ensnared by an ecto-lasso, courtesy of Sam Tasma, hovering in the air before she hauled them up and with a mighty heave, sent them flying high into the sky.

"Whoa." Rex breathed, quite impressed.

"You said it bro." Four-Arms agreed.

Sam set down and found herself surrounded by at least six ghosts. Rex and Four-Arms we're about to do something, but Danny already landed in front of them.

"Sorry guys, but you'd only get in the way." He told them.

"You sure about this?" Four-Arms asked.

"Trust me." Danny replied back. "Just sit back and watch the show."

Sam had two brass knuckles formed in her hands from her ecto-energy and roller blades on her feet as she smirked and the six ghosts charged forward. She decked one across the face, gave a sweeping kick that made tracks from the blades on her feet on the second ghost. The third was punched in the jaw, causing all it's teeth to fall out. Sam rolled on her left foot and stuck her right foot out to kick back the fourth and fifth ghosts. When the sixth and last ghost was about to sneak at her from behind, she just gave a punch to its face without even turning around.

"See?" Danny told them as Four-Arms turned back into Ben and Rex withdrew his machines.

"That's your girlfriend you told us about?" Ben asked.

"Yep." Danny replied with a smug grin.

"Nice dude." Rex told him with a nudge in the side.

With that the city hall was clear. Danny had sucked up all the ghosts in his Fenton Thermos as he met up with his teammates and friends.

"That's it, city hall is clear. Nice job everyone." Danny told the large group.

"So Danny, introductions?" Illana asked as she deactivated her Corus armor.

"Right; Avengers meet my friends." Danny began as he introduced his team to his friends. "My older sister Jazz, my _little_ sister Danielle…"

"Who you calling little?" Dani asked teasingly. Danny gave a raised eyebrow as he continued.

"My best bud Tucker, and my best girl Sam."

"Nice to meet you all." Kim greeted.

"So these are the famous Avengers?" Sam asked Danny as she walked towards him. "Not bad."

"Thanks." Danny then continued. "Meet some members of my team; Ben, Rex, Illana, and Kim."

"Hello." Illana greeted.

"Sup?" Ben greeted as well.

"Yo!" Rex also greeted.

Tucker looked towards Kim and smiled. "Dibs!" He came up to her and sprayed breath-spray in his own mouth before offering his hand. "Hi, I'm Tucker, ladies dig me."

"I already have a boyfriend." Kim told him, knowing what he was going for, causing Tucker to look down in disappointment, prompting Jazz to pat his back with a smile.

"Okay then, what's the situation here?" Ben asked Danny's friends.

"Ghosts, lots of ghosts." Jazz told them.

"There's never been a ghost attack this big before." Danny observed. "How'd this happen?"

"You tell me." Sam replied. "One minute, it's a normal boring day; the next, total ecto-anarchy!"

"So, where's the most highly concentrated area of ghosts?" Kim asked. "We should secure those locations first."

"Good idea." Danny agreed. "Well…?" He turned to his friends.

Tucker took out his PDA and showed a digital map of Amity Park. "Ghosts are all over the town; but there mostly around these three locations: Casper High, Axiom Labs, and the City Park."

"Where are my parents?" Danny asked. "Knowing them they're already involved in this."

"They we're heading to the park last time we checked." Dani replied.

"Got it, it's time to turn this thing around." Danny told the group. "We'll split into three teams. Rex, you take Danielle and Jazz to Axiom Labs and clear it out. Illana, Ben, I want you guys to go with Sam and Tucker and disinfest the school. Kim, you're with me, we're helping out my parents at the park."

"Got it." Everyone replied.

"Oh look at you fearless leader, taking charge." Sam teased her boyfriend in a flirtatious way.

"Well, I am the leader." Danny replied with a smile before getting serious. "Alright, everyone knows there assignments, lets move out."

Danny picked up Kim and flew towards the park. Rex formed his Rex-ride as Jazz got in and held on and they rode with Dani flying alongside him to Axiom Labs. Ben transformed into Jetray as Illana activated her armor again, Jetray picked up Tucker by the shoulders as he and Illana flew along side Sam towards the school.

Once the group split off, they failed to notice they we're being observed from behind the mayor's hall by none other than Danny's nemesis; Vlad Plasmius.

"So, Daniel brought his little Avengers here did he?" Vlad asked with an evil grin. "Well, little badger, lets see just what you're team can do."

 **Done.**

 **That's it for Part 1. I hope you like it; the rest of Episode 3 will come shortly. Now to clear up a few things.**

 **For those of you who are wondering why Sam has ghost powers, I am using elements from the DP fanfic series by Aaron12, in which Sam has her own ghost powers as well. I HIGHLY urge you to check those out. (Basically, Sam's powers are similar to Green Lantern's as she can create solid constructs of ecto-energy; and just as Danny has ice-powers, Sam has fire-based powers, which you will see soon.)**

 **And for those who are wondering where Ron, Lance, Octus, Jake, Zak (and of course, Rufus) are; there will be some episodes in my series that will not feature all the Avengers, and some that I will. Much like in the DCAU's Justice League series, there we're some episodes that didn't feature the entire League. This way it's a little easier to give all my characters ample "screen time", especially if we have supporting characters of some of the Avengers (which we'll be seeing A LOT of in these early episodes).**

 **I hope this chapter is to your liking. I'll see you all soon with part 2. (and for those of you who are paying attention to my other stories here, I will get to them soon, so don't worry).**


	2. Chapter 2

**Hello people. Sorry for the long wait. Class is gonna start back up for me soon, I also have work and Cross Country practice starting up, so we'll be getting updates less frequently. Don't worry though; I plan to continue all my stories. So let us continue.**

 **Part 2**

Rex rode on his Rex-Ride, with Jazz hanging on to him, and Danielle flying alongside them. The group rode up a hill before they came to their destination, Amity Park's Axiom Labs. Rex withdrew his ride as Jazz got of.

"So this is Axiom Labs?" Rex asked.

"That's it." Jazz confirmed.

"What are waiting for then? Let's get going!" Dani stated as she flew right towards the main gate. As soon as she touched it though, she was zapped by a surge of electricity that blew her back slightly.

"Dani!" Jazz exclaimed as she and Rex ran to her.

"You okay kid?" Rex asked.

Dani groaned a bit as she got up. "Now I know how a fly in a bug-zapper feels."

Jazz walked up to a control panel near the main gate and began to type away a bit. "Anti-Ghost shield." She figured out. "Looks like whatever ghost is inside didn't want Danny getting in here."

"Can you turn it off?" Dani asked.

"It might take some time but…" Jazz tried but Rex walked up.

"Allow me." He moved her a bit to the side and placed his hand on the control panel. A blue grid-like pattern formed on his hands and spread to the panel. A green shield covering the entire building became visible only for it to dissipate a few seconds later.

"Done." Rex said with a proud smile.

"Wow. Awesome!" Dani exclaimed.

"How'd you do that?" Jazz asked.

"I got these little machines called Nanites inside my body." Rex began to explain. "That's how I'm able to build my own machines, and it also lets me 'talk' with technology."

"That is so cool!" Dani stated with a fan-girl-like smile.

"Yeah it is pretty cool." Rex agreed in a somewhat smug fashion.

"So what's your name?" Jazz asked.

"Uh… it's Rex, I just told…"

"No I mean you're hero name." Jazz said. "Like 'Gizmo-Boy', or 'Metal-Maker'!"

"Eh… no. Just Rex will do."

"Well I think you need a name." Jazz insisted. "But we'll work on it later." She took out the Fenton Anti-Creep stick. "We got a lab to disinfest!"

"And you're gonna do that with a baseball bat?" Rex questioned the bat Jazz was holding.

"Yep, but it's a bat with the word 'Fenton' on it." Jazz replied before she ran inside the open gate.

Rex looked towards Dani. "Is she always like this?"

Dani rolled her eyes. "You have no idea."

* * *

The group was walking through the empty halls of the lab, but surprisingly, they encountered little resistance so far.

"I thought this place would be crawling with ghosts." Rex stated in a questioning tone.

"There's definitely a ghost here." Dani confirmed as blue mist came from her mouth.

"Well whatever ghost here is going to cause trouble; we Ghost-Getters will handle it!" Jazz said enthusiastically.

"'Ghost-Getters'?" Rex questioned.

Dani sighed. "Jazz, how many times do we have to tell you, that name is never gonna catch on."

"Never say never." Jazz replied.

Before anything else can be said however, a multitude of guns popped up ahead from the ceilings and the walls and aimed at the three before opening fire with blue ecto-rays.

Rex quickly formed his Block Party to protect himself as well as Jazz and Dani from the blasts. Once that was done Dani flew above Rex and sent an ecto-wave forward with a swipe of her leg, cutting off the guns from the ceiling. Rex rushed forward and formed his Smack-Hands and tore off the guns on the left wall before punching the right wall, causing it to collapse with the turrets.

"Okay, what was that about?" Rex questioned.

"Those we're the lab's anti-ghost defenses." Jazz stated.

"Then why we're they shooting at us?" Dani asked. "I mean yeah, _I'm_ a ghost, but you guys aren't."

"Someone took control, most likely." Rex guessed.

"Yeah that would…." Jazz's eyes then widened. "Oh no."

"What?" Rex asked.

"There's only one kind of ghost who has this kind of thing for technology." Jazz stated.

Dani slapped her forehead. "Oh don't tell me."

Before Rex could ask what the two girls we're talking about, a familiar and maniacal cackle was heard all throughout the lab. A large screen lowered from the ceiling, which showed the face of the one ghost who could control all this.

"That's right naïve fools! I, Technus, have returned!" He then gave another cackle.

"Why am I not surprised?" Dani shook her head.

"Just who the heck is this guy?" Rex asked.

"Technus." Jazz answered. "He's a ghost who can control and manipulate tech. He's one of Danny's most dangerous enemies."

"And he's also _totally_ outdated." Dani added.

Technus' eyes lay on the only non-Fenton present. "So the rumors are true, the Phantom-Child's made himself some little friends."

"Got that right." Rex confirmed. "The name's Rex, now show me what you got." He challenged as he raised his Smack-Hands again.

Technus smiled. "Aw eager to meet your own destruction, I like that. Well then 'Rex' why don't you come and get me?"

He cackled again as the walls surged with green electricity, implying Technus has now taken control of the entire building. The three looked around as small compartments in the walls opened and out came several black and green humanoid robots with red eyes, all with Technus' face on them, as they we're now controlled.

"Robots?" Rex had a large and eager grin on his face. "I _love_ smashing robots!"

"Come on then, these robots aren't gonna smash themselves." Dani stated as she flew forward with ecto-charged fists and began blasting away.

Rex had an amused smile. "I like that kid." Rex charged forward as well.

"Hey, guys wait for me!" Jazz called out as she ran after them.

* * *

In the central control room of Axiom Labs, Technus himself was busy trying to get into a large metal sphere that was hooked by several wires in the walls all around the large chamber. Once he tried to touch it, it zapped his hand.

"Ugh!" Technus grunted in annoyance. "These humans have upgraded their security. No matter, I'll get in to the main Cybertron system, and once that is done, I'll control every computer on the planet! And all shall bow before Technus!" He laughed again before he heard several muffled explosion sounds from the door at the far edge of the room.

Two seconds later, the door was blown all the way to the other side of the room, forcing Technus to go intangible to avoid getting smashed. He looked to the dust cloud in the doorway to see Rex and Dani both walking out of it as the dust cleared, with Jazz right behind them.

"Those we're the best you got?" Rex questioned pointing his thumb behind him to the hallway filled with torn robots and holes. "Dude, I barely broke a sweat."

Technus growled. "You child, are the most arrogant…"

"Talk about the pot calling the kettle black." Dani interrupted.

"It's over Technus! You've lost!" Jazz stated, trying to act tough, but it didn't work.

"I've lost, have I?" Technus said with an eager smile. He spread his arms out as a glow formed around his body, the same glow appeared around nearly every form of computer, console, or technology in the central lab before they broke from their locations and flew directly towards Technus.

Rex covered his eyes with his arms, as did Dani and Jazz as a massive orb of technology formed around Technus from the rapidly spinning tech that began to condense around him and it all exploded in a flash of light. When the light subsided, the three could only look in surprise at what stood before them.

Technus was now in a large, twelve-foot tall, black and green robotic-body. He had four crab-like legs coming from his large body. Two large arms, accompanied by four mechanical tentacles from his back, and a black computer screen serving as the head with Technus' face on it.

"So then children? Any last words?" Technus questioned as he cracked his robotic fists.

Rex's smile still persisted as he drew his Blast-Caster. "Thrill me." He snapped the whip at Technus' chest, forcing him back a bit. This gave Dani the opening to fly forward and blast several ecto-beams straight at Technus, forcing himself to cover with his arms.

His tentacles whipped up and opened fire with a series of green lasers; one laser hit Dani and knocked her down. As they came for her, Rex stood in front and formed his Block Party shield in his right hand to deflect the lasers. In his left hand, he formed his Slam Cannon. It loaded up from the metal floor and fired at Technus knocking him back.

Technus growled as he straightened himself, but he felt a small sensation in his right-back leg and looked to see Jazz trying to hit him with the Fenton Anti-Creep stick repeatedly. He smiled evilly as one of his tentacles wrapped up Jazz and picked her up.

"Let me go!" Jazz exclaimed as Technus' tentacle held her.

Rex and Dani both glared at Technus as he held Jazz in front of him. "What will you do now? You hero-types wouldn't do anything if it endangered a innocent bystander, would you?" He taunted as one of his other tentacles formed a buzz saw at the tip and held it close to Jazz's neck.

Rex whispered a bit to Dani. _"I'll get her, you hit him hard."_

" _With pleasure."_ Dani whispered back.

Rex formed his Punk Busters and stomped hard on the floor, creating a smokescreen that filled the chamber. This blinded Technus. "What?! Where are you!?"

"Over here!" Rex flew through the dust on his Boogie Pack, with his goggles on, he formed his BFS in his right hand and sliced all of Technus' tentacles off, this freed Jazz, who fell, but was caught bridal-style by Rex.

"And this is why you don't go after super villains with baseball bats." Rex told her.

"So I've been told." Jazz replied.

The dust cleared, and Technus would have attacked back, but he didn't get the chance as Dani flew forward, covered in ecto-energy as she slammed her elbow hard into Technus's chest, sending him crashing into the wall.

Rex set Jazz down before flying back up to the recovering Technus and flying high up above him. He formed his Punk-Busters again as he withdrew his Boogie Pack and let gravity do it's work. His large metallic feet slammed hard onto Technus' body, completely destroying it.

Technus rolled out of the debris. As he rolled he uttered the word "Ow!" repeatedly till he came to a stop. He groaned as he tried to get up, but found himself staring at a pair of feet and looked up towards Rex, with crossed-arms, starring down at him, with Dani and Jazz at his sides.

"You finished yet?" Rex questioned.

"Not yet." Technus replied with a sly grin. "You're not the only one good with machines child."

Tehcnus flew right into Rex, much to the group's surprise. Rex held his stomach a bit as he groaned. "Okay, that feels wrong."

"Rex!" Dani exclaimed as she and Jazz rushed to him and he fell on his knees as a green grid-like pattern spread all over his body.

Within his body, all of Rex's nanites began to turn green as Technus was now trying to take control. His face formed on one nanites. "Now this is power! I've never felt machines like these before! With this kind of power, nothing will stop me!" He laughed again, but soon felt something strange.

Rex's eyes began to glow blue as he tried to get up, the green lines on his body turned to blue as his own body began to glow.

"What's happening to him?" Dani asked.

"I think, he's resisting Technus' control." Jazz guessed.

"What?!" Technus exclaimed as he felt himself loosing control of these nanites. "Impossible! No machine can resist Technus!"

Deep within Rex's body, his Omega-1 Nanite was working as it was glowing immensely to purge Rex's nanites of the infection in his body.

Rex's eyes burst open to reveal a blue glow. "Get OUT!" Rex exclaimed as he let loose blue energy and Technus was blown out of his body. He screamed as he was flown all the way to the other side of the chamber and slammed into a wall.

Rex regained his breath as he held his knees for some support, Jazz and Dani both helped him up a bit.

"You alright?" Jazz asked.

"I'm fine." Rex dismissed. He straightened himself up as he walked towards he befuddled and weakened Technus.

"How…?" The tech-ghost questioned. "How is this possible?! No machine has resisted me before! How could you resist me!?"

Rex smiled as he formed a smack-hand in his right hand. "I don't take orders from tools like you." His smack-hand spun rapidly as he slammed it hard into Technus, leaving a large impression in the ground, with the unconscious ghost inside.

Jazz quickly ran up and took out a Fenton Thermos and sucked up the defeated Technus inside.

"That takes care of him." Jazz said as she closed the lid.

"How did you do that?" Dani asked Rex. "Technus can take over any machine, how did you get him out?"

"He's not the first 'genius' to try and control my nanites." Rex answered. "After so many tries, they've built up a resistance to outside control. No one tells me what to do."

Dani smirked. "You're awesome, you know that Rex?"

"Yeah, I know." Rex replied with his own smug grin. "You're not so bad yourself kid."

Jazz took out a Fenton phone. "Danny, you there? Rex, Dani, and I just cleared out Axiom Labs. We're all set here."

" _Good."_ Danny replied on the other side of the line. _"We're getting things under control here to, meet us back at the house in just a bit."_

"Got it." Jazz replied as she hung up.

"So now what?" Dani asked.

"Danny and the others are finishing up at their spots, we're meeting at the house later." Jazz replied.

"Nice." Rex stated. "Lets see if we can clear up anymore ghosts on the way." He said enthusiastically as he formed his Rex-ride again. Jazz got on and he sailed on, with Dani flying close behind him.

 **Done.**

 **Episode 3 will continue. As I said before though, with class, work, and cross-country, not to mention my other stories, updates will be less frequent. Thank you all for your patience. I'll see you later with more of Episode 3 coming up.**


	3. Chapter 3

**Hi everyone. I deeply apologize for the long wait; I have a lot on my plate with work, school, as well as Cross Country, so it is very difficult for me to find time to update my stories. But I have managed to find time to update now; so here is Part 3 of Episode 3.**

 **Part 3**

There we're multiple screams heard from Amity Park's high school, Casper High as a multitude of students and faculty all panicked and ran out of the ghost-infested school as quickly as possible. After a large majority of the school was evacuated, four of our heroes have managed to land at the school.

Jetray put Tucker down on the ground and transformed into Ben right next to him; while Sam Tasma and the armored Illana landed beside them as well.

"The school's been evacuated." Sam informed. "So we don't have to worry about anyone really getting in the way."

"Alright then, Illana, how many bad guys we got?" Ben asked.

"My scans show there are at least thirty ecto-readings throughout the entire school." Illana relayed throughout her armor.

"How's you're armor able to do that?" Tucker asked.

"Danny had me scan his ecto-energy in case we dealt with any ghost-related threats." Illana replied.

"You scanned Danny?" Sam questioned.

"He said it was okay, his idea." Ben answered.

"Alright then. I've got a plan." Sam began. "Illana, you and I will take the back entrance from the gym; while Tucker and Ben take the front entrance and we clear out the school before meeting again in the middle."

"That sounds like a plan." Illana figured.

"Good luck ladies." Tucker told them as Sam and Illana took to the skies and flew over the building.

"Come on guy, we got a school to clean." Ben told Tucker as the two ran towards the front entrance.

* * *

Sam kicked the door open in dramatic fashion as she and Illana saw at least fifteen ghosts tearing apart the bleachers, basketball hoops, and other equipment.

"Looks like we got our work cut out for us, huh?" Illana guessed.

"That's what makes it fun." Sam replied with a smirk before forming a scimitar out of ecto-energy and flying forward.

The ghosts first noticed Sam's presence when she sliced a large one down the middle with her ecto-blade. She then flew forward again and as her feet surged with ecto-energy and chain-saw like blades made from the same energy formed at her feet as she cut down three more ghosts in one sweeping kick. Three ghosts jumped down from the ceiling beams, quite angry and looking for vengeance.

These three didn't get too far as they we're all hit by a blue laser beam from the forehead of Illana's Corus armor as she flew high in the gym. Five ghosts all flew up towards her but she activated her electric shield, which surrounded her armor as the ghosts impacted it and we're shocked quite a bit; letting Illana slam her shoulder down on the middle two, flying straight down and smashing the two into the gymnasium floor.

As three of the five ghosts flew down towards Illana, they we're all caught in an ecto-lasso courtesy of Sam as she hovered in the air; with a heave she pulled the lasso hard and sent all three ghosts ensnared in it crashing out a window and flying to parts unknown.

Two of the remaining ghosts flew towards Sam and Illana in the air; but we're greeted with another laser from Illana and an out-stretching Ecto-fist from Sam; blasting both ghosts back. The two girls hovered down to the final ghost who snarled at them. Sam and Illana both looked to each other and nodded, Sam having a smirk on her face, as well as Illana's under her armor, before they both pulled their fists back and slammed them into the ghost, finishing it.

"That all of them?" Illana questioned.

"That was about half the ghosts in the school; I'm sure Tucker and that Ben-guy can handle the rest." Sam guessed.

"That's good." Illana replied as she deactivated her armor. "Those are some cool powers you got, and some nice moves to. I can see why Danny likes you so much."

Sam smiled and had a slight blush at the mention of his name. "Yeah, I'm lucky to have someone like him. So, Illana right?"

"Yeah."

"You got a boyfriend? You're certainly cute enough to have at least one."

"Me?" Illana questioned with red cheeks. "Well no… No, no… I don't have one… yet per say; I mean there is this one…." She rubbed the back of her neck. "but we're not dating we're just friends and…"

Sam held up her hand with a knowing smile. "It's cool, I get it; you got a crush, but you're not sure if he notices you. I've been through the same thing."

Illana gave a slight chuckle. "Can we talk about this, after the job is done?"

"Sure thing." Sam replied with a smile. "Wonder how the boys are doing?"

* * *

Ben and Tucker opened the main door into the school, and into the hallway where fourteen ghosts at least we're tearing apart the lockers, books, and other related school supplies.

"You know, if I saw this kind of thing when I was ten years old, I'd probably jus tlet it all happen." Ben observed.

"Sucky elementary school days?" Tucker guessed.

"Pretty much." Ben replied. "So, you fight?"

"Eh…" Tucker replied nervously. "I'm more of a techy-off-to-the-side kind of guy. You go ahead, tear this place up."

"Alright." Ben replied before activating the Omnitrix and transforming into Shocksquatch. Tucker watched in astonishment at this transformation.

Shocksquatch placed his right fist in his left palm as electric sparks came from contact and his fur surged a bit. "Aw yeah, it's smack-down time!" Shocksquatch placed his hands onto the lockers on the sides of the wall and sent a large yellow electric surge all along the metal lockers in the hallway. This electrocuted all the ghosts that we're touching the lockers; five we're already out of commission. The remaining nine saw Shocksquatch and glared before flying straight for him.

Shocksquatch charged forward on all fours, while charging up electricity into his fists and pulling his right fist back and sending an electrified punch right into the front-most ghost and sending him flying back to the far end of the hall. Shocksquatch jumped onto the ceiling to avoid the claws and teeth of four ghosts before dropping down on top of them in the form of an electrified body slam; knocking them out with both impact and electricity.

He saw the remaining four and grabbed one of them before jumping back. As they flew towards him, Shocksquatch charged his hand, and the ghost in it, with electricity before reeling back.

"Fire in the hole!" Shocksquatch shouted before tossing the ghost straight at the remaining three, before it exploded in the form of an electric-grenade; knocking the last of the ghosts out of commission.

There was a green flash from Shocksquatch before turning back into Ben. "And that is how it's done."

"Dude! That was awesome!" Tucker exclaimed before running up towards Ben. "Out of ten, I'd give that an eleven!"

"Thanks, I pay to exceed expectations." Ben replied almost smugly.

"So how do you do that? How do you change like that, because I've seen you turn into three different things already." Tucker asked.

Ben then showed his watch. "With this, it's called the Omnitrix, it lets me transform into multiple aliens from the DNA encoded into it."

"Whoa." Tucker breathed after taking a closer look at the watch. "Alien technology… what I wouldn't give to see more of that."

"Not many aliens in you're world, huh?" Ben guessed.

"Not really; all mostly ghosts." Tucker answered.

"Well I…" Ben couldn't finish his sentence as he saw something that made him look quite confused. "Uh… does meat usually do that?"

Tucker turned around to what Ben was seeing and he saw a long line of multiple meats; ranging from pork, steak, sausage, ham, turkey, and other known meats, all glowing with energy, hovering through the air and straight down the hall.

While Ben was quite confused at this, Tucker sighed. "Oh boy."

"What?"

"We should get to the cafeteria."

* * *

 _Gymnasium_

Illana and Sam both saw a similar sight of hovering meats, all flying more into the doors and straight to the cafeteria.

"Okay, I've seen plenty of weird stuff, but that is the weirdest." Illana remarked.

Sam face-palmed. "Not her again."

"Her?" Illana questioned with a raised eyebrow.

"I know who our last ghost is, come on." Sam and Illana then ran out the door, following the flying meats.

* * *

 _Cafeteria_

Ben and Tucker came in from the south door, while Illana and Sam came in through the north before the two met up.

"You guys saw the flying meat to?" Ben asked.

"Yep." Illana confirmed. "What's doing this?"

"Her." Sam pointed to the center of the cafeteria where there we're multiple rings of flying meet all circling around a specific ghost that Tucker and Sam all knew to well.

"Is that a… lunch lady?" Ben asked, quite confused.

"Yeah, _the_ Lunch Lady." Sam replied.

The Lunch Lady noticed the presence of the four young heroes. "Oh hello children." She greeted in a sweetly voice. "Its lunch time, but I don't see anyone here, where did everyone all go?"

"Uh… they ran away?" Illana guessed, not sure how to respond.

"They what?!" The Lunch Lady yelled with anger in her voice and eyes. "I've literally worked to death making food for all you ingrates and this is the thanks I get?!" She exploded in a furry of Ecto Energy.

Sam formed a Viking-shield of Ecto-enegry and stood in front of Ben while Illana activated her armor and flew in front of Tucker, activating her electric-shield. Both shields took the brunt of the impact, saving the four youths from flying.

"You should a safe distance." Illana advised Tucker.

"No argument here." Tucker quickly replied before taking cover behind a broken lunch table.

"This ghost bi-polar or something?!" Ben questioned to Sam on her changing mooods.

"I don't know, and I don't want to." Sam replied. "So are we gonna take her down or what?"

Ben took a stance and slammed on his Omnitrix, a green glow enveloped his body before he transformed into Swampfire. "I prefer my steaks fried."

The Lunch Lady scowled before all the meat rings around her condensed onto her. It formed a glob of meats all over her, which grew in size and took the form of her meat-behemoth battle armor, which roared at the group.

In direct response Swampfire shot a stream of fire, while Illana responded with her chest laser; both impacted the Lunch Lady's meat body; causing her to roar in pain before shooting multiple meat-fists from her body at Swampfire and Illana; which grabbed the two and pinned them to the far wall.

"Ugh this is so gross!" Illana cringed in disgust.

" _You're_ grossed out?!" Swampfire questioned. "You've got armor on."

The Lunch Lady gave a triumphant laugh, but her laugh was cut short as Sam plunged an ecto-spear into her chest, which spiked out from the other side.

"You didn't forget about me, did you?" Sam cracked to the Lunch Lady before he green eyes turned a bright orange and her ecto-spear was engulfed in orange-ecto flames. The fire caused the Lunch Lady to screech in pain even more, and even further as Sam sliced with the spear to the left, cutting the body in half; but the meat reformed, and it appeared nothing had changed.

Swampfire used fire blasts to break out of his restraints, while Illana activated her electric-shield again, resulting in the same effect. They both ran forward as Swampfire threw a series of seeds in the ground around the meat behemoth; once they made contact, the seeds grew into a multitude of vines, which ensnared the giant meat creature.

"Quick, while she's subdued!" Swampfire exclaimed before blasting a torrent of fire from his hands right at the Lunch Lady

Illana flew up and around the large meat creature and fired her energy beam from her armor's forehead around the meat behemoth's neck area; Sam responded by forming flaming ecto-brass-knuckles in both her hands and flew straight at the Lunch Lady and began punching away at the meat body.

Tucker saw the three ponding the meat body away; all mostly with heat-based attacks. One steak that broke off from her body fell in front of him, it was flaming for a second before it went out.

"This is so wrong." Tucker said before taking out a fork and knife, he cut up a piece before putting it in his mouth. "But I dig it!" He felt it around for a minute. "Hmmm, nice and rare."

Swampfire saw what Tucker was doing. "You're not seriously eating…?!" His eyes widened before he got a smirk, hinting of an idea.

The Lunch Lady roared in furry, having enough of this. After an enormous explosion of ecto-energy; Sam, Illana, and Swampfire we're both knocked back. "I've had enough!" She yelled in rage before taking out a slice of cake. "Cake?" She asked in a sweetly voice.

Illana looked quite confused. "Uh…?"

"No matter what you say, she'll still try to kill you. Just don't answer it" Sam told her bluntly.

"I got a better idea!" Swampfire exclaimed before slamming the Omnitrix symbol on his chest and transforming into a much shorter alien, Upchuck.

"Hey Lunch Lady!" Upchuck exclaimed, getting the ghost's attention. "It's chow time!"

"You bet it is, you little runt!" She exclaimed in anger before throwing her left fist at Upchuck, who stood his ground. He opened his mouth as a few tentacles came out and ensnared the left meat fist before tearing it off the meat body, much to the Lunch Lady's shock, and pulling it into his mouth. He burped right after.

Sam and Tucker just looked with wide eyes.

"Did he just….?" Sam questioned.

"Yeah, that's Upchuck." Illana replied. "And his power is to literally eat anything."

"I wish I had that power." Tucker stated, being quite amused.

Upchuck then jumped straight upwards and right into the Lunch Lady's meat-body's mouth and into her meat-body. "Wait… what are…?" The Lunch Lady stuttered before she clutched her stomach.

She felt her body shrinking as her meat armor was losing mass. "No… You can't… do this!" She yelled as her body shrank more and more. "NO… NOOOOO!" The Lunch Lady shrieked in terror as every bit of her was swallowed up into Upchuck's enormous mouth.

"Aw yeah!" Upchuck exclaimed, rubbing his mouth. "Top of the food-chain baby!"

"That's… just wrong." Sam stated.

"Agreed." Illana replied.

"Did you eat her meat body? And her ghost self?" Tucker questioned.

"Yeah I…" Upchuck felt his tummy. "But that ghost stuff…" his stomach gurgled. "Is giving me some… indigestion." His cheeks puffed before he literally puked out the Lunch Lady, without her meat armor.

She flew right into a pile of broken tables and crashed. She was completely dazed. "Now remember… you're a growing boy." She said lightly with floating chicken-legs around her head before falling unconscious.

Upchuck caught his breath a bit before he transformed back into Ben. He whipped his mouth. "Never doing that again."

"Uh dude, you okay?" Tucker asked as they all slowly walked up to him.

"Get me a smoothie to wash this taste out of my mouth, and I'll be all good." Ben replied.

Sam walked up to the fallen Lunch Lady before pulling out a Fenton Thermos. "Okay… grossness aside…" She began before sucking up the Lunch Lady. "You guys fight pretty well."

"Thanks, you're not so bad yourself." Illana replied as she deactivated her armor. She opened up her comns. "Danny, it's Illana; we just cleared out the school."

" _Good."_ Danny replied on the other line. " _Rex and the others checked in, and Axiom Labs is clear. Kim and I should have the park finished up soon; meet us there when you can."_

"Got it." Illana replied before turning off the comn and turning to the rest of the group. "Looks like we're all set here."

"Then lets meet up with the others." Ben replied. "Right before I wash my mouth out that is."

Illana giggled, Sam rolled her eyes with an amused grin, while Tucker took out a few breath mints and handed them to Ben.

 **Done. Again, sorry for the wait on the update, but I rarely have time these days for pleasures like fanfiction. Though with my cross country season ending, I may have more time to update my stories. So once again, thank you for your patience. I'll see you again soon.**


	4. Chapter 4

**Hello everyone, once again I apologize for the long wait. I do have quite a bit on my plate; with finals for school, work, and other stories to work on, it's hard to find time to update. So anyway, here is the next part to my Avengers episode.**

 **Part 4**

Danny flew, carrying Kim in her battle-suit, straight towards the park, where a multitude of civilians we're running out from in a panic. Danny set down and Kim got to her feet as well as the gate leading towards the park.

"So you're parents are here?" Kim asked.

"Yep." Danny confirmed.

"How will we know when we find them?"

"Trust me, you'll know." Danny replied in a tone that sounded not-to-surprising.

The two quickly ran towards the park and came face-to-face with a group of ghosts that looked different from most others. These we're all clad in grey police-like uniforms.

"Out past curfew kids? Isn't that against the rules?" One ghost cop asked.

"Rules? Who are these guys?" Kim questioned in confusion.

Danny sighed. "Great, Walker's goons."

"Those who break the rules are meant to be punished, and guess what, that's what you brats are about to get." Another ghost cop stated.

"Okay I'm confused… who are these guys?" Kim questioned.

"Beat them up now, explanations later." Danny told her.

Without anything else needing to be said; both charged forward and took on the group of ghost cops. Danny charged his fists with ecto-energy and surged forward, punching and clocking each of the ghosts that we're unfortunate enough to be on his way. Six we're taken down in less than a minute. Two tried to come in from the sides, but Danny caught both their fists in his hands before his eyes turned cyan blue, and instantly froze their bodies and smashed them together.

One ghost cop tried to hit Kim from above with his baton, but Kim caught him by the wrist and flipped him over and sent him hurtling into two incoming ghost-cops. One tried to grab her from behind, but she ducked and rolled underneath before pulling both her feet back and giving a good double-kick to send that ghost flying, while also performing a sweeping round-house to nail three ghost-cops in the head that surrounded her.

All the beaten ghost-cops lay unconscious, which Danny sucked up in his Fenton Thermos. Kim then approached Danny with her question.

"So these are ghost police officers... or what?" Kim questioned.

"Not even close." Danny began. "They belong to a ghost named Walker, who is the 'warden' of his own ghost jail. He says he's a law enforcer, but really that's just an excuse for him to basically control everything."

"Great, a self-righteous villain. I hate those." Kim understood.

Danny rolled his eyes in agreement. "Tell me about it sister." He got serious. "But we better move; Walker can't be far behind, and knowing my parents they're probably caught in the middle."

"Then lets not keep them waiting." Kim said as both moved further into the park.

* * *

The Fenton RV reared through the ghost-infested park. It swerved on its side and slammed into at least two dozen ghosts, all of which we're Walker's guards, and taking care of them in one large swoop. Once the vehicle stopped; several more guards quickly surrounded it before the back door was kicked down by Jack Fenton wielding an Anti-Ghost bazooka.

"Get the hell outta my town you ecto-terrors!" Jack hollered before opening fire, taking down most of the ghosts in the front. But that wasn't the end of it.

The ones in the back heard a great holler and it came from Maddie Fenton as she jumped from the roof of the RV wielding a double-bladed green ecto-staff. She landed in the middle of the herd of ghosts before spinning her staff like a helicopter blade and slamming it repeatedly into any ghost near her. Every time her staff hit, it would electrocute the ghost, knocking it out instantly. Within the time span of two minutes, every ghost around the two parents dropped.

Before Jack and Maddie could celebrate however, two purple ghost beams were shot at the ground in front of them, causing a large explosion that sent both Jack and Maddie flying back to their vehicle. They got up to see a floating Walker, along with his second-in-command Bullet, and more ghost-cops looking down on them with smirks.

"Assaulting officers of the law, now that's against the rules." Walker stated with his smirk.

"And now, comes the punishment." Bullet turned to his soldiers. "Fire!"

With that, all the ghost-cops fired with their laser batons, sending a fury of ecto-beams straight at the Fentons, who closed their eyes so they wouldn't see it coming, nor would they see a flash of white and blue land in front of them, resulting in a slight explosion. The dust finally settled and everyone, human and ghost, we're shocked at the sight of Kim Possible, with her Battle-Suit's force field active, having used it to protect Maddie and Jack.

"Danny! Go!" Kim shouted.

Danny Phantom flew right above Kim, and surged both hands and feet alike with ecto-energy and spun like a tornado to send multiple ecto-waves straight at Walker and his men, resulting in them being blasted back several yards away.

Kim's force-field deactivated as she and Danny helped their parents back to their feet.

"You guys okay?" Danny asked with concern.

"We're fine, Danny." Jack replied. "Thanks for the save."

"So Danny, who's your friend?" Maddie asked, referring to the younger girl present with her son.

"Oh hi, we haven't met yet. Name's Kim Possible, I'm a friend of your son's."

"She's one of my teammates." Danny explained. "The others are helping everyone else clean up the ghosts."

"Oh, well nice to meet you Kim." Maddie greeted with a handshake. "I'm Maddie, and this is Jack."

"So you got yourself a team, eh Danny boy?" Jack said with a smirk, nudging his son's side.

"Yeah, I'll explain the details, after we take care of them." Danny pointed to the recovering ghosts consisting of Walker, Bullet, and his ghost-cops.

"So the guy in white is Walker, right?" Kim asked.

"Yep, that's him." Danny confirmed.

"Alright, I got em." Kim stated with an eager grin.

"He's all yours." Danny responded. "I'll take Bullet; Mom, Dad, can you guys handle the other ghosts?"

"You even have to ask?" Maddie replied with a knowing smirk.

"Come on then everyone! Lets start ghost-busting!" Jack exclaimed as they all charged forward at the relentless horde of ghosts.

Jack and Maddie we're both able to easily handle all the ghost cops; Jack wielding his bazooka, with Maddie on the close-range attacks with her staff. The only issues were that the ghosts had the advantage in numbers, but that was their only advantage.

Meanwhile, Kim found herself confidently facing the recovering Walker. "You must be that control-freak I've heard about." She greeted with a slight sneer.

Walker dusted himself off. "So you're a friend of the ghost-boys?" Walker smirked. "Good, cause aiding and imbedding a known felon is against the rules. And I always enjoy enforcing those rules." Walker said as he cracked his knuckles.

"And who decides what those rules are? You?" Kim questioned. "Who died and made you God?"

Walker's smirk turned into a scowl. "You need to learn some manners, little lady." Walker pulled back an ecto-charged punch, but Kim actually caught the fist, much to Walker's surprise and she used the momentum to toss him over her shoulder, and send him right into a tree, which uprooted upon impact.

Walker's eyes shot open with rage as he got back up and unleashed a large purple ecto-beam with his fists right at Kim, who didn't move. Instead a blue force-field bubble surrounded her and deflected the blast, surprising Walker even further. The force field deactivated and Kim made a combat stance before making a 'come here' gesture with her hand, along with her lingering smirk.

Meanwhile, Danny was in the midst of an areal battle against Bullet; who unloaded at Danny with his own ecto-pistols, shooting purple ecto beams at Danny, which he flew around and avoided with ease. Danny responded with his own ecto-beams, of which Bullet has having a difficult time against. One hit Bullet dead on in the chest, giving Danny an advantage as he slammed into Bullet and both plummeted in a nearby pond.

Danny reached into the water and pulled out a dazed Bullet by the chest and looked at him angrily.

"Start talking Bullet." Danny demanded. "With at least six dozen ghosts in this whole town, I doubt it's a coincidence. Who's behind this!? And I know its not Walker."

Bullet's stained face gave a slight and cryptic smile. "I think you already know the answer to that. Who else knows all these ghosts besides you?"

Danny's eyes slightly widened, before turning into a scowl. "I should've known."

Before anything else can be said, Bullet kicked Danny back and took out a pistol-like device that shot a purple ecto-cord, which wrapped around Danny's right wrist and sent a jolt right to him; causing him to wince in pain. Danny responded in kind by sending his own ecto-energy back to the whip, sending an even stronger jolt right at Bullet, electrocuting him so much one could see his skeleton before his device exploded and was sent skidding from the pond to the ground and he lay in an unconscious heap. Danny wasted no time in sucking him into the Fenton Thermos.

Meanwhile; Walker was having an equally, if not more difficult time, against Kim. Walker did clearly have the advantage in raw strength, but it was all in vain as he couldn't lay so much as a single hit on her; as Kim was far more quick and agile, allowing her to get several hits in, and with her Battle-Suit providing a bit more on the 'hurt factor' to Walker. He tried to slash her with an ecto-charged chop, but she jumped over him and gave a powerful kick right in his spine-area, causing him to holler; he held his back as he stumbled forward.

"Hitting someone in the back is quite cowardly." Walker told Kim in a scowl.

"Oh quit acting like you're the 'honorable soldier' cause all I see is nothing but a bully." Kim responded.

Walker growled. "Why you little…!" He blasted yet another ecto-blast at Kim, which she caught in her right hand, morphing into a glove which caught the blast, and she threw it right back at him, it exploded on contact and sent Walker flying. Before Walker could get up, Kim jumped to a high enough distance and landed her elbow right into his face, knocking him out cold.

"Danny was right, you really are a control freak." Kim stated.

"Glad you agree." Danny flew in and tossed her the Fenton Thermos. "Aim it at Walker and press the green button on the side."

Kim did as Danny instructed and sucked the knocked out Walker into the Fenton Thermos. Danny then landed right by Kim.

"Just got messages from the others; they've finished up and are heading back now." Danny reported.

"Then it looks like we're all set here." Kim replied.

"It's all taken care of?" Maddie questioned as she and Jack walked towards them, with a large pile of smoking and unconscious ghost-guards, having just taken care of them.

"Good!" Jack stated in joy. "Danny old boy, grab all your new buddies and I'll whip up a whooping heap of Jack-Fenton-Cakes!"

"It'll have to wait Dad, we're not done yet." That caught the group by surprise.

"But everyone checked in, the town is clear right?" Kim asked.

"The town _is_ clear, yeah." Danny confirmed. "But we're not done until we caught the guy responsible."

"Wait? This whole thing was planned?" Kim questioned in slight surprise.

"Bingo." Danny confirmed.

"Well… who could have done such a thing?" Maddie questioned as well.

"Mom, think about it. Who else is capable of bringing in this many ghosts and starting a full-blown riot in town?"

Maddie and Jack looked at each other, before a scowl formed on each of their faces.

"Him." They both said at the same time.

"Uh, someone wanna fill me in here?" Kim asked. "Who are you talking about?"

"Plasmius." Danny said in a growl. "It figures he's involved in this."

 **Done.**

 **Amity Park is safe (for now), but the Avengers' job is not done yet. Now they're going to come face-to-face with Danny's arch nemesis; who may still have a few surprises left in store. What'll happen next? Find out next time on Avengers of the Multiverse, Episode 3.**


	5. Chapter 5

**Hey everyone. I'm sorry for the wait, a lot of stuff has come up with school and work these last few days, and I also had to give some attention to some of my other fanfics. I thank you for your patience, so let us get started.**

 **Part 5**

The Fenton Specter Speeder flew through the sky, being piloted by Danny Fenton; its passengers being his girlfriend Sam Manson, his younger 'sister' Danielle Fenton (all three in their human forms), along with members of his Avengers team; Ben, Kim, Rex, and Illana. While Danny's parents, Jack and Maddie, along with Tucker and Jazz stayed behind in Amity Park to help with the cleanup and round up any stray ghosts.

"Vlad's back?!" Dani exclaimed as they flew.

"Yep." Danny confirmed.

"Why am I not surprised?" Sam rolled her eyes.

The Avengers we're a bit confused. "Uh… someone wanna fill us in?" Rex asked.

"Yeah, who's this Vlad guy?" Ben questioned as well.

"Vlad Masters." Danny began. "He used to be a rich billionaire, and mayor of Amity Park; but more importantly he was friends with my parents when they went to college."

"So he's a friend of yours?" Illana asked.

"No, not at all." Danny responded immediately.

"I'm guessing Danny's told you guys about how he got his powers, right?" Sam asked. "Went into the Ghost Zone portal his parents made, hit the 'on' button by accident, and infused his DNA with ghost powers."

"Yeah, that's the gist of what he told us." Kim responded.

"Well Vlad's a bit like that to." Danny said, getting the group's attention. "In college, my Dad tried to make a small prototype ghost portal, and it opened up and shot a beam right in Vlad's face; it wasn't until I started ghost fighting that I met him and found out he got ghost powers to."

That caught the group by surprise.

"So, he's like you? A half-ghost?!" Ben questioned in surprise.

"Yeah." Danny confirmed. "Like me he can fly, shoot energy beams, turn intangible, over-shadow people, become invisible, create doubles, all that stuff. He calls himself Vlad Plasmius."

"The only difference between us and him is that he is a complete and total nutcase!" Dani exclaimed. "Seriously he is so off-his rocker its not even funny."

"How crazy are we talking about?" Kim asked. "Like scale of one to ten."

"Let me put it this way." Sam began. "This one time an asteroid was about to crash into the Earth, Vlad revealed his ghost-self to the world and tried to blackmail everyone by saying he would save them if they declared him ruler, or he would let the whole world be destroyed."

"You're kidding." Rex stated.

"What kind of man would hold the whole world hostage like that?!" Illana questioned.

"Oh, trust me, it gets better." Dani said sarcastically. "When Vlad tried to turn the entire asteroid intangible, he found out it was made of Ectoranium.

"Ectoranium?" Ben questioned.

"Think like Kryptonite for ghosts" Dani explained. "Bottom-line, he couldn't touch it which meant he revealed himself all for nothing; and even then he couldn't really go back as he's revealed his true self to the whole world. But Danny ended up saving the whole world anyway."

It was a bit silent for a few seconds. "Wow." Kim said. "He didn't have a back up plan? Just threw everything out on that one thing that didn't even work?! I've dealt with a few nutcases before but that is just… wow."

"You think that's crazy, listen to this." Danny said. "For a long time, his main goal has been to kill my dad and so he can try to get my mom to marry him."

The entire group shuddered.

"Man, that guy is one serious, messed-up, fruit-loop." Rex commented.

"I haven't even met him, and I already don't like him." Illana added.

"Join the club." Sam responded. "He came back some time after, which was around the time I first got my powers, and that is a _really_ long story, and he's been trying to even-up the score ever since."

"Personally, I'm kind of glad he's back." Dani said. "I've been wanting to pound him for a _very_ long time." She punched her right fist into her left palm.

"So how are we gonna find him?" Ben asked.

"We're heading to Wisconsin right now." Danny said. "He used to live there, and many of his bases we're there to; gotta start somewhere."

* * *

The Specter Speeder flew more throughout the night-sky till it came upon its destination; a large boarded-up mansion with white walls and yellow-tiled roofs. The mansion that used to belong to Danny's nemesis.

The young heroes all stepped out of the Specter Speeder and looked at the mansion.

"This is his place?" Kim asked.

"It used to be." Sam confirmed. "After Vlad showed himself, the government froze all his assets and let him with pretty much nothing."

Ben scoffed. "Guy had his own personal mansion. Seriously, that and a couple billion bucks wasn't enough for him?"

"Nothing was ever enough of Vlad." Dani spoke with contempt evident in her voice. "He wanted it all, and even then it would never be enough."

"Why would he come back here then?" Illana asked.

"Its last place anyone would think to look for him." Danny revealed. "Alright we'll split into groups and search the whole mansion from top-to-bottom. And be careful, Vlad is a nutcase, but he is far from predictable."

A pair of white rings surrounded Danny's body before they revealed his Phantom form. He then used his enhanced strength to pry the wood off the door before opening it and revealing the dark mansion.

"Okay; Dani with Rex and Illana; Sam with Kim. Ben, you're with me." Danny told the group. "Watch each other's backs."

Everyone nodded in agreement before splitting off. Sam and Kim walked down a hallway on the right, with Dani, Rex, and Illana going down a hallway on the left; while Ben and Danny walked up the stairs further into the mansion.

* * *

Rex led Dani and Illana down a dark hallway with him using one of his Funchucks to provide them with some illumination. The hall was lined with old knight armors, which we're covered in dust and cobwebs.

Illana took note of the quietness of this hall and shivered slightly. "Hey, is it cold in here or is it just me?"

Rex had a sarcastic smile. "You know, it kind of feels like we're in a haunted house. I mean think about, we're hunting a ghost inside an old mansion. Yep, this has 'haunted-house' written all over it. We should do something like this for Halloween."

Illana and Dani both snickered at Rex's joke. "But _this_ ghost is more likely to kill you than scare you." Dani scowled. "Total jerk."

Illana took note of Dani's tone of voice. "Hey, are you okay?"

"Yeah, I'm fine. Why wouldn't I be?"

"Well it's just… you seem, pretty angry." Illana said.

"Angry, me?" Dani began. "Now why would I be angry? Because we're in the old mansion of a psychopath who's tried so many times to hurt someone very close to me; and who even lied and manipulated me, and even tried to melt me!?" Dani yelled. "Now why would I be mad?!"

Rex and Illana we're both surprised by her outburst. "Wait… melt you?" Rex questioned.

Dani shrunk, realizing what she just said out loud. "That wasn't supposed to come out."

"Hey, are you okay?" Rex asked.

"What's going on?" Illana asked as well.

Dani was silent for about a minute before she sighed. There was no getting around this. "Danny trusts you guys, right? As in you're friends, right?"

Both Rex and Illana we're slightly confused at that question. "Yeah, we trust him." Illana confirmed.

Dani looked down. "I'm… not really his sister… per say." That caught both their attention. "I'm really… his clone."

To say both we're surprised would be an understatement as Illana and Rex backed slightly at that statement.

"A clone?!" They both exclaimed at the same time.

"Yeah." Dani rubbed her arm nervously. "Vlad had tried many times to get Danny to join him, to be the 'son he never had'" Dani used air-quotes for emphasis. "When Danny made it clear his answer was no, Vlad tried to clone him. He made multiple and all we're failures. I was one of them."

"Well that _does_ kind of explain why you look exactly like him." Rex noted.

"But, how are you a failure?" Illana questioned.

"Because I wasn't what he was looking for." Dani continued. "Vlad wanted a _son_ , not a daughter. I used to work for Vlad, but Danny showed me how evil he was so I left. Because of all that, Vlad tried to melt me down into my basic components so he could analyze my remains and make the perfect clone."

Illana gasped at that. How could anyone try to kill this sweet little girl? Rex meanwhile scowled at this and clenched his fist in anger.

"Danny was able to save me, and his family took me in sometime later." Dani continued. "But I… still get nightmares about him I…"

Before Dani could finish, Illana had kneeled down to her level and embraced her in a comforting hug.

Illana let go and looked at her in the eyes. "I'm so sorry. I didn't realize you'd have to go through all that."

Dani was surprised at this treatment. She then felt Rex's hand on her head, ruffling her hair.

"Hey, you ask me it's his loss." Rex began. "I've seen you in action, kid. You know how to kick some serious ass." He complemented with a smirk. "Besides, I know a psycho myself who would try the same thing to me. In the end it doesn't matter what you start out as, its who you choose to be."

"Yes, that's right." Illana agreed. "And I think you made the right choice, helping Danny."

Dani smiled at their complements and even rubbed a slight tear out of her eye. "Thanks guys. I can see why Danny hangs out with all of you. You Avengers are awesome!"

"The proper term you would be looking for is, 'dead'!"

All three turned their heads over to see someone standing at the other side of the hall; a ghost dressed in dark armor with purple flames in his back and holding a green sword.

"Aw crud, it's the Fright Knight!" Dani exclaimed.

"The who?" Rex asked.

"One of Danny's old enemies." Dani clarified as white rings appeared on her body and she transformed into her Phantom form. "And a total helmet-head."

"I am a dreaded and dangerous warrior!" The Fright Knight exclaimed. "And I refuse to subject to insults from a child!"

Illana activated her armor. "We're not looking for a fight, we're here to look for someone else."

"I know who you come for." The Fright Knight stated. "And so, you will have to get by me!" He readied his sword, the Soul Shredder, as he took a combat stance.

"I'm cool with that." Rex stated as he activated his BFS.

* * *

Sam and Kim meanwhile opened a door and entered what appeared to be an old library. But it wasn't the large amount of books that caught their attention. It was the large portrait of Vlad Masters hanging above the fireplace, accompanied by the busts of his head on the sides of the shelf above the fireplace.

"Okay… just how narcissistic can this guy get?" Kim questioned.

"His self-centeredness knows no limits. Trust me on that one." Sam commented.

As the two girls searched, Kim wanted to ask something. "So, you and Danny?"

"Yep." Sam replied.

"You know, you guys make a pretty cute couple." Kim commented. "He talks about you all the time."

Sam blushed. "He told you guys about me?"

"Yep." Kim replied. "And many of the things you guys have been through together. It says a lot when you stick by someone even if they're fighting a dangerous enemy."

"Got someone like that in your life?" Sam asked, getting a sense that Kim knew what she was talking about.

"Yeah, I do. He's pretty cool too."

"Ugh! I think I'm gonna throw up!" A voice from above stated.

Both girls looked up to see a ghost hovering with black clothes, white skin, and blue flaming hair with a purple guitar.

"Ember" Sam growled.

"Another ghost?" Kim questioned. "What can she do?"

"She's got this deadly music-guitar thing. But don't let that fool you; she's plenty dangerous." Sam explained as she transformed into her ghost form of Sam Tasma.

"Got that right." Ember said as she smiled evilly and held her guitar. "So, who wants to rock?"

* * *

Danny and Ben both walked down one hallway and happened to pass by a large portrait of the Mona Lisa, only this one had the image of Maddie's face on it.

"That's just wrong." Ben commented with disgust.

" _You're_ freaked? That's _my_ mom!" Danny exclaimed before his eyes widened. "Hold on a minute."

He walked up to the portrait and moved it to the side to see a pass-code lock on the wall.

Danny sighed. "Of course."

"Guys got a code lock. Any idea how to hack in?" Ben asked.

"Don't need to." Danny replied. "Odds are its my mom's birthday." He pressed the numbers in the order of his mother's birth date and, as he theorized, it worked. The wall opened to reveal a set of stairs heading downward.

Ben still couldn't get over just how obsessed Vlad was with Danny's mom. "Dude, that guy seriously needs to get a cat."

"I know! That's what I said!" Danny stated before they began walking down the stairs.

After about a minute or two of walking through the torch-lit staircase they came to an opening where they found an underground ghost lab complete with many forms of equipment and even a ghost-zone portal.

"Your little detective-skills are starting to improve little-badger." A voice spoke out from a chair facing the opposite direction of the teenage heroes. "You came here sooner than expected."

"Only cause I know you so well, Vlad!" Danny stated in a scowl.

The chair rotated to reveal Vlad Masters sitting in it in his black suit and sinister grin. He also had a white cat in his lap, which he petted in a James-Bond-villain-cliché.

Ben and Danny both snickered before they burst out laughing; causing Vlad's smile to vanish.

"And what, prey-tell, is so funny?" Vlad questioned with a scowl.

"You actually did it…" Danny said in-between laughs. "You actually got a cat!" He said before he laughed again, holding his sides.

Ben laughed as well. "Seriously man, I haven't even met you yet and I still think it's funny."

Vlad's eyelids lowered before he comically tossed the cat away. "Yes well, why don't we get down to business, shall we? Or do I have to blast you?"

They both let their laughs out for a bit more before standing straight up with serious faces.

"What the hell are you even doing Plasmius?!" Danny questioned. "Why attack Amity Park!?"

Vlad's smile returned. "You see, my boy, I've heard rumors that you formed your own little team of other super-powered children much like yourself; I wanted to take their measure. They certainly didn't disappoint."

"Well I hate to break it to you pal." Ben began. "But whatever you're goal is, it ends now."

"Oh I assure you, it's just beginning." Vlad stood up as a pair of black rings formed around him and expanded around his body, transforming into Vlad Plasmius. His hands surged with purple ecto-energy before he attacked.

 **Done.**

 **I know this chapter seems short, but I want to make the upcoming fight special. I hope you guys like this chapter.**

 **Get ready for the final chapter of Episode 3 will be coming soon. Thank you for your patience.**


	6. Chapter 6

**Hi everyone. Sorry for the wait, a lot of things had to be taken care of with school and work. So anyway, here is the final chapter for episode 3.**

 **Part 6**

 _Underground Ghost Lab_

Vlad Plasmius shot forward straight at Danny and Ben; both of whom dived out of the way to avoid. As Danny rolled he charged his fists with green ecto-energy just as Ben activated the Omnitrix and turned into Echo-Echo; who split into five duplicates.

Danny shot an ecto-beam at Vlad, who responded with a purple ecto-beam of his own. The beams collided as the two half-ghosts locked into a beam struggle. This allowed the five Echo-Echos to blast a collective sonic scream right at Vlad in the back to send him crashing into the wall.

"Nice." Danny congratulated.

"Thanks." One Echo-Echo replied.

"So what's with his look?" A second Echo-Echo questioned.

"He a vampire or something?" A third Echo-Echo questioned as well.

"Nah, just an ego-maniac with a lame sense of style." Danny responded in a deadpan way.

Vlad blasted out of the wall in a violet-ecto explosion and flew at Danny; punching him across the face several times to send him flying. The Echo-Echos split once again to create ten total that circled around Vlad.

"Wall of Sound!" All ten Echo-Echos shouted as they unleashed a massive collective sonic blast at Vlad; he yelled painfully as he covered his ears and buckled to his knees as the Echo-Echos continued their assault.

Having enough, Vlad lashed out his arms to create a massive violet ecto-wave which blasted out and hit each of the Echo-Echos, sending them flying to the wall in a painful daze.

Danny recovered and slammed into Vlad; pinning him to the cavern wall and leaving an impression. Vlad grabbed Danny's hands and the two began to wrestle with each other in mid air as they slammed each other repeatedly into the walls and lab equipment.

The Echo-Echos all slowly recovered and merged back into one. "Yeah… somehow I knew it wouldn't be that easy." He pressed on his Omnitrix symbol and transformed into Diamondhead.

"Danny! Phase! Now!" Diamondhead shouted as he aimed his arms at the two wrestling half-ghosts and shot multiple diamond-shards at them.

Danny turned intangible to let the diamonds pass through him and hit right at Vlad; sending him to a wall, where several shards pinned him there by his clothes and cape.

"Not bad." Vlad said. "But do you really think you can trap me, boy?"

"I'd say I just did." Diamondhead replied with a cocky smirk.

"Don't be sure." Danny warned him just as Vlad turned intangible himself and phased out behind the wall.

"What?! How did…?!" Diamondhead then came to realization. "Oh right. He's a ghost." He sighed. "I'll never get used to that."

"Don't worry, it took me a while to get used to it myself." Danny responded.

Vlad then phased from the ceiling above and flew straight down at the pair while realign back an ecto-powered punch. Danny and Diamondhead both jumped out of the way just as Vlad slammed his fist into the ground, resulting in a small explosion that left a crater.

Both young heroes saw Vlad hovering above the dust cloud with crossed arms and a smirk.

"What are you smiling about?" Danny questioned.

"Just enjoying myself at the moment." Vlad replied.

"Don't get too used to it pal." Diamondhead stated. "We're not the only ones looking for you, you know."

"Oh you mean the other young children in you're team?" Vlad mussed. "I imagine they're a bit busy themselves with some of my own friends."

That caught both of them by surprise.

"Did you seriously believe I'd be insane enough to launch a ghost attack just to test your friends' might and not have a back-up plan? How predictable do you think I am?"

* * *

 _Mansion's library_

Ember strung a note on her guitar that sent two ecto-fists right towards Kim and Sam; who we're both able to roll out of the way to avoid getting smashed into the flour. Sam immediately flew up to meet Ember with an ecto-charged scythe forming in her hands.

As Sam swung down at her, Ember was able to block it with her guitar. The two parried their respective weapons in mid-air relentlessly. While Sam kept Ember focused on her; this allowed Kim an opportunity to jump up on a large bookshelf, and with her Battle-Suit, she jumped right at Ember and landed a punch across her face that sent her into another bookshelf on the other side of the library. As she slid down, all the books fell on top and piled on her.

Kim and Sam both landed on the ground shortly after. "So who's this ghost?" Kim asked.

"Ember McClain." Sam answered. "A rock star who doesn't quite know how to rock."

A blue fire blasted away all the books that piled Ember as her hair lit up and extended, being the source of the flame.

"Oh ha, ha. Very funny." Ember glared. "So the dip-stick's got some new friends, huh?"

"Don't call him a dip-stick!" Sam exclaimed, knowing she was referring to Danny.

"And you're one to talk; working for some narcissistic creep like Vlad." Kim began. "Plus, that outfit of yours, its so not the 80s anymore."

"Ooooh. You want some Aloe Vera for that burn." Sam smirked as she and Kim both laughed; but Ember seethed with rage.

"You want a burn? I'll a give you a burn!" Ember strung her guitar again to send a swirl of blue flaming ecto-waves at both girls; but Kim stood in front of Sam and created a bubble-shield that protected both of them from the attack.

Once the attack stopped; Sam flew past Kim and created a pair of ecto-nunchucks and swung them relentlessly at Ember; who blocked them all with the use of her guitar. As they once again paired weapons; Kim jumped high and fell with her right foot heading straight for Ember, but unlike last time, she saw this coming.

Ember turned intangible to let Kim fall through her, this also caught Sam somewhat off-guard as she fell back and Ember slammed her guitar at Sam's face to send her flying. Kim got back up and tried to punch Ember, but she turned intangible to let the attacks phase again.

"You a slow learner or something sweetheart?" Ember questioned Kim. "You can't punch something intangible."

"Oh really?" Kim questioned back with a knowing smirk. She pushed a small button on her right wrist as her Battle-Suit began to glow blue. She punched the intangible Ember, but this time, her fist landed a clean hit across her face; much to Ember's shock. Kim followed along with a left-hook; a right kick to Ember's abs; and a jumping round-house to Ember's head to send her flying.

Sam got back up and saw the whole thing with a surprised expression. "How did you…?"

"Danny gave the other Avengers some of his ghost-fighting tech if we came across one." Kim began. "I know a really smart guy, so I let him take a look at it, he made a few adjustments to my suit, and now it can hurt ghosts even if they're intangible."

"Wow. Cool." Sam complemented. "And I'm not much of a fan of white; but I gotta admit, I really like the white and blue mix in that suit; it really suits you."

"Oh really? Thanks." Kim replied as she looked at her suit and turned back to Sam. "And I really like that jacket of yours; they seem to go real well with those boots."

"Yeah, you should have seen this thing before I went through the ghost portal." Sam replied. "The white would be okay; but I can't stand the fluffiness at the end."

"Hello!?" Ember shouted, getting both their attention as she stood up. "If you two are done; can we just fight already?!"

Kim rolled her eyes. "Why don't we talk more after we kick this chick's butt, deal?"

"Deal." Sam replied as she cracked her knuckles and they both leapt towards Ember as she leapt at them in retaliation.

* * *

 _Outside_

There was an explosion along the back of the mansion from a window on the second floor. Out of the dust flew Rex in his Boogie-Pack; Illana in her Corus armor; and Dani in her ghost form. They looked back to see the Fright Knight riding his black Pegasus-steed following them. They all faced him in mid-air.

"Okay, aside from the fact that he's a bad guy, he's gotta be the coolest looking ghost I've ever seen." Rex complemented slightly.

"Less talk, more fighting!" Dani exclaimed as she blasted an ecto-beam from her hands and Illana shot a blue beam from her armor's forehead at the Fright Knight, but his steed opened its mouth to shoot a stream of purple fire to counter the beams; forcing the two girls to scatter.

Rex flew straight forward with his Boogie-Pack as he formed his Smack Hands and reeled for a punch, but the Fright Knight flew back on his steed and sailed upward, hovering in front of the glowing moon in dramatic fashion.

"Foolish whelp." The Fright Knight began, pointing his green sword at Rex. "Challenging me is a grave mistake!"

"Been there, done that." Rex dismissed as he flew straight up at the Fright Knight, who rode downward on his steed, reading his sword, the Soul Shredder.

Dani's eyes widened as she saw the sword. "We can't let him get hit with that sword!" She flew straight towards the oncoming clash.

"Wha… Dani wait!" Illana called as she flew after her.

The two we're mere inches away from clashing; right when the Fright Knight was about to slash with his sword, Dani grabbed Rex and turned him intangible just in time to let him phase past the Fright Knight; much to his irritation.

The Fright Knight looked in confusion slightly before Illana kicked him in the side with his steed in her armor. The Fright Knight recovered in mid-air.

"Impressive armor, for a female." The Fright Knight stated before he flew straight at Illana as she activated her electric-shield to block the sword from slicing her.

Dani let go of Rex as he turned around. "What'd you do that for?!" He questioned. "I would have decked him!"

"Can't take any chances." Dani replied. "That sword of his is called the Soul Shredder, if he hits you with it, you'll get zapped into a world of your own worst nightmare!"

Rex's eyes widened once Dani said that. "Okay. Avoid the sword, got it."

They both turned their attention to the Fright Knight's constant attacks on Illana. "That shield of hers won't hold up much longer." Dani said.

"We need to ground him." Rex assessed. "Can you get his attention?"

"No problem." Dani replied with a smirk as she flew towards the fight.

The Fright Knight's relentless sword-slashes we're managing to slice through Illana's shield to the point where it could give at any time, much to Illana's frustration. His steed held its hooves high and with one heave; they broke away Illana's shield and sent her plummeting to the ground.

Illana got up and looked to see the Fright Knight ready to descend upon her. "As I said before, that armor is most impressive." The Fright Knight said. "It'll make an excellent trophy, along with you're head."

"Hey Fright Nut!" He looked to see Dani just a few feet away from him. "Why do you have a toilet bowl for a helmet? Could that be the reason you stink so much?" She insulted before blowing raspberries at him.

The Fright Knight did not like being mocked. "Insolent child!" He failed to notice Rex flying high above him who withdrew his boogie-pack and fell right at him. "For your insults, you shall…"

Before he could finish, he heard a strange sound above him and looked with wide-eyes to see Rex falling to him with his Punk-Busters. He kicked the Fright Knight off his steed and fell to the grassy ground; two seconds later, Rex landed his Punk-Busters right on the Fright Knight; leaving a smoking crater.

Rex jumped back and withdrew his machine. "Rule number one of a fight. Never turn your back on your opponent."

The Fright Knight got up and brushed the dust off him. "Impressive, boy. If you stand down right now, I'll let you live to tell the story."

"Sorry, you ain't getting off that easy." Rex said with a smirk as he formed his BFS. "Why don't you taste _my_ metal?"

"Very well, I accept you're challenge to a duel." The Fright Knight wielded his Soul Shredder and the two clashed blades.

* * *

 _Underground ghost lab_

Diamondhead landed a punch in Vlad's gut, which sent him flying into Danny's foot, making contact with Vlad's face, causing him to spiral out of control and smash into his deactivated ghost-portal; causing it to crumble.

Danny and Diamondhead both fist-bumped before turning their attention to Vlad as he got up with a glare.

"Just wondering, how much damage can this fruit loop take?" Diamondhead questioned to Danny.

"A lot, trust me." Danny replied.

Vlad slammed his fists together and sent a large beam at both of them; but Diamondhead was able to slam his hands into the ground to create a large diamond-wall which not only blocked the blast, but reflected it all across the lab, destroying anything that wasn't already destroyed in the fight. Diamondhead withdrew the wall as he and Danny took combat stances.

Vlad sighed. "I'll give you this Daniel, you're friends are quite resourceful." He smirked. "Unfortunately for you, so am I." A mass of violet ecto-energy formed around him before it split off into three masses and each took the form of a Vlad copy; creating four Vlads total.

"Ah crud." Danny cursed, forgetting that was Vlad's trademark.

Two of the Vlads flew out and caught Diamondhead by the shoulders and flew him back to the furthest part of the underground lab, just as the other two copies flew up to Danny and shot their own violet-ecto beams at him; but Danny created an ecto-energy dome shield to protect himself.

Diamondhead was slammed hard on the wall as the two Vlad copies flew slightly above him.

"They say diamond is indestructible." The Vlad on the right mused.

"Why don't we see if that's true, shall we?" The Vlad on the left mused as well as both copies charged their fists with ecto-energy and began to punch Diamondhead rapidly with intense speed and strength.

All the blows dealt to Diamondhead's body we're rapid and intense, and combined with an extra boom-effect from the ecto-energy actually managed to crack Diamondhead a bit, causing him to grunt in pain. Finally having enough, he slammed the Omnitrix symbol on his chest, creating a green flash that temporarily blinded the two Vlads.

The flash subsided to reveal Ben in the form of Big Chill. He flew forward and grabbed both Vlad copies by the collar of their capes and flew them right into a large and partially destroyed console.

Meanwhile; the two Vlad's continued to blast away at Danny's shield; when he had enough of playing defense; Danny put a little more energy into the shield, causing it to expand and then explode, blasting away both Vlads. Danny fell to his right knee as he was a bit tired.

Big Chill flew up close to Danny. "You okay, pal?"

Danny took a few breaths to recuperate. "I so did not miss fighting him." Danny tried for a little humor. He then remembered Big Chill's powers upon seeing him. "Hey, I've got an idea."

"I'm listening." Big Chill replied.

All four of the Vlad copies recovered from their respective ordeals to see both Danny and Big Chill hovering over them; the Vlads glared as they all shot ecto-beams at them, but Danny and Big Chill turned intangible to avoid getting blasted.

"Good shot, though I suppose that's cold comfort." Big Chill stated.

"And speaking of cold…" Danny said as his eyes turned cyan-blue and his hands surged with cyan-ecto energy. He blasted a cyan beam just as Big Chill inhaled and sent a gust of cold air; both attacks hit all four Vlads head-on. Two seconds later, they we're all completely frozen together.

"Guess he's not too fond of the cold shoulder, is he?" Danny cracked as Big Chill laughed slightly.

Their laughs ceased when they saw a violet light coming out of the ice block. A few seconds later; there was an explosion, forcing both heroes to cover their eyes. When they looked, they saw only one single Vlad Plasmius. Though fatigue, but still quite angry as he growled at both of them.

* * *

 _Library_

Ember swung her guitar relentlessly at Kim, who ducked to avoid one hit; jumped over Ember to avoid another. As she landed, she pulled back her left foot and kicked Ember hard in the back to send her flying straight to Sam, who created a pair of ecto-boxing-gloves to punch Ember clear in the face to knock her back to Kim. As Ember fell back, Kim jumped in the air and flipped, catching Ember by the shoulders, and as Kim flipped forward, she tossed Ember over her and into the old fire place; causing all the dust and soot to fall onto her.

"That it?" Kim asked. "Is she finished?"

"Not quite." Sam replied as Ember got up with a heated glare. She turned the dial on her guitar to a new setting, one that had skull and crossbones. She strung a beat her guitar and sent multiple ecto-skull projectiles at Kim and Sam.

Sam formed a knight's shield construct and jumped in front of Kim to protect from the blast.

"Okay, I've had enough of this!" Sam growled as the attacks hit her shield. Kim found herself mildly surprised to see Sam's eyes turn a bright orange.

As Ember kept up her attack, not wanting her enemies to get an opening; she failed to notice the green ecto shield turning orange and a massive explosion of orange ecto-flame blew away Ember's attack and Ember herself.

Kim looked in surprise to see Sam covered in an aura of orange flame. "Whoa."

Sam created a whip made of her ecto-flames and flung it at Ember. The whip entangled Ember, which not only tied her up, but burnt her as well. She pulled on the whip to send the tied up Ember right towards her, who had an ecto-flame in hand. Right when Ember was face-to-face; Sam shot her hand forward and it created a massive burst of fire that blasted Ember right through the wall.

Kim looked with wide eyes to see Ember through the hole, in the other room, completely unconscious, and covered in several bruises and burns.

"This concert's over." Sam stated as the flames died down and her eyes turned green again.

"Again… whoa." Kim breathed in surprise. "So… you've got fire powers?"

"Yep." Sam turned back to Kim with a smirk.

Kim smiled. "I am impressed." She turned back to the unconscious Ember. "She really got burned on that number." Kim and Sam high-fived.

Sam then took out a Fenton Thermos and sucked up the downed Ember, thus ending the fight. "You've got some really good moves yourself." Sam complemented.

"Thanks." Kim replied before she realized something and she gave a smirk towards Sam.

"What?" Sam questioned.

"You've got fire-powers, while Danny's got ice-powers." Kim said. "Do I need to say anything else?"

Sam rolled her eyes with a smile. "Yeah, yeah we're perfect for each other. I know."

"I'm just saying." Kim said with her smirk still present and a shrug.

Sam looked towards her. "You know what Kim? I think you and I are gonna get along just alright."

Kim smiled back. "Come on, lets see if we can find the others."

* * *

 _Outside_

Rex and the Fright Knight continued with their duel as they slashed relentlessly at each other with their respective swords. Rex couldn't allow the Soul Shredder to so much as scratch him, as he would get sucked into his own worst nightmare. Though he did get a few scratches on the Fright Knight with his BFS.

As the fight intensified; Illana and Dani both watched while still hovering in the air.

"Come on, shouldn't we be helping!?" Dani questioned.

"No." Illana held Dani back by her arm. "This a duel between two warriors. There's no honor if we interfere. Besides, we've still got that." Illana pointed up.

Dani looked to where she was pointing and saw the Fright Knight's Black Pegasus steed still flying in the air and glaring at the two girls.

"Oh right, forgot about him." Dani realized before they scattered as the flying steed shot out a purple fireball from its mouth.

Back with the sword-duel; the Fright Knight went on the offensive with multiple slashes and strikes with the Soul Shredder, but Rex was able to block it with the massive from on his BFS. Rex jumped back to gain some distance and the top of his sword spun like a buzz saw before surging forward.

Rex jumped high with his buzz-saw-sword and slashed down at the Fright Knight, which he rolled to avoid. The Fright Knight tried to lunge at Rex, but he limboed out of the way and tried to slash at the Fright Knight while he was in the air, but the Fright Knight saw this coming and turned intangible so that the saw past through him. The Fright Knight landed a kick to Rex's face to send him rolling back.

Rex got up with a few breaths. "Okay, this guy's tougher than I thought."

"You're swordsmanship is quite impressive, mortal." The Fright Knight complemented. "But you'll need to do better if you are to defeat me!" He lunged forward.

Rex however got an idea and dug his spinning saw right into the ground; causing dirt to spin and fly everywhere. Much of it flew in the Fright Knight's face; blinding him and giving Rex the opportunity he needed. He swung his blade hard and slammed into the Fright Knight to send him flying.

Back in the air, Dani shot an ecto-blast at the Black Pegasus, but it blocked the attack with his wings shielding his front. This however was a distraction as Illana flew up and shot a powerful laser from her armor's chest which nailed the steed, sending it falling to the ground and crashing right onto the disoriented Fright Knight; taking them both down.

Rex, Illana, and Dani gathered around the downed ghosts. "Nighty night, knight." Rex cracked, causing Dani to giggle as she pulled out her Fenton Thermos and sucked up the knocked out Fright Knight and his steed.

"That was… actually kind of fun." Dani said.

"Yeah, it kind of was." Rex agreed.

"So, where do you think the others are?" Illana wondered.

"Over here!"

They all looked up to see the source of the voice, from Kim, being carried by Sam as they flew down from the mansion and joined the others.

"Sam!" Dani called.

"Kim!" Illana called as well.

"Looks like you guys handled the situation well." Kim complemented the group.

"Thanks." Rex replied. "You ladies alright?"

"Yeah we're fine." Sam answered.

"Where's Danny?" Dani questioned.

"And Ben? Where's he?" Illana asked as well.

"My guess; those two are dealing with Vlad right now." Sam guessed.

"Do you think they'll need our help?" Kim asked.

Before anyone else could respond to that question; a large intangible mass flew up from the ground, forcing the group to scatter. This mass was the wrestling forms of Danny, Vlad, and Big Chill; all of which we're in their intangible forms. Vlad was able to get the upper hand as he grabbed both Big Chill and Danny by their faces and threw them to the ground.

They both rolled for a second as Danny came up to his feet; Big Chill pressed on his Omnitrix symbol and transformed into Kickin Hawk; both glaring at the flying Vlad.

"I am finished playing games children!" Vlad yelled.

"To bad, cause we're just getting started." This voice came from Rex as he formed his Blaster Caster, and snapped the whip at a surprised Vlad, entangling him in it and slamming him down on the ground hard.

Vlad recovered from the surprise and pulled Rex by his whip and was reeling back for a punch, but Illana flew above Rex and shot a laser forward from her forehead and it hit Vlad dead on, causing him to roll along the ground.

The heavily beaten Vlad Plasmius struggled to get up and looked in shock to see Danny, Rex, Sam, Kickin Hawk, Dani, Illana, and Kim all surrounded him.

"You know Vlad, you once told me that you and I are a lot like." Danny began. "But there is one big difference between you and me: I've got friends."

Every one of the young heroes smirked almost evilly as a few even cracked their knuckles with brutal intentions.

"Oh sugar cookie." Vlad relented.

 ***WHAM!***

Every hero got at least one hit in. A kick from Ben in his Kickin Hawk form; a punch in the jaw from Dani; a blast from Rex's slam cannon; a roundhouse from Kim; an uppercut across the face from Sam with a brass-knuckle construct; a hit from Illana's chest-beam; and finally an ecto-punch dead in the face from Danny.

Vlad fell back, barley conscious, but covered in bruises all over. He was unable to support his ghost form as a pair of black rings formed around his body and he transformed back into Vlad Masters.

"You loose." Danny told Vlad with a glare.

"Yes… you may have… won the battle Daniel." Vlad grunted before an evil smirk crossed his face as he reached into his pocket. "But the war... has just begun… you'll see" He pulled out a remote and pressed a button.

 ***BOOM!***

All the young heroes looked in shock to see the old mansion explode in a bright flash and burst into flames. While they we're completely caught off guard by this, Vlad used what was left of his powers to phase into the ground and escape. Kickin Hawk turned around to see he was gone.

"Huh?! He's gone!"

"What?!" Kim, Rex, and Illana all exclaimed in surprise as everyone turned to see Vlad was gone, just as Kickin Hawk turned back into Ben.

"Vlad must have rigged the whole mansion to blow, just in case he lost." Sam guessed.

"Damn coward." Danny cursed. He sighed. "But at least its over."

"Shouldn't we go after him?" Kim asked.

"Nah, he's long gone by now." Dani replied. "Besides, we better get back to Amity Park for clean up."

"Actually, I got a text from Tucker a few minutes ago." Danny responded. "It says they're set there. We're done here."

"So, head back to the mansion?" Rex guessed.

Danny looked to Sam for a minute. "You guys go on ahead, I'll catch up."

Ben and Rex looked towards each other with smirks; just as Illana did with Kim.

"Alright, whatever you say fearless leader." Ben joked as he took out a Dimensional Converter device. He made the coordinates and pressed a button as a white rift-gate-like portal opened, the four young heroes entered, leaving only the three half-ghosts present.

"Wait… did he say mansion?!" Dani questioned as the portal closed.

"Yeah… I'll take you their sometime kiddo." Danny told her. "But first, maybe you should call the fire department, to take care of the mansion."

"On it." Dani stated as she flew off to get them, leaving only Danny and Sam.

"So, what do you think of my team?" Danny asked his girlfriend.

"Hmmm." Sam mussed. "Pretty awesome, Illana and Kim both seem really nice, and Ben and Rex look like they could get along with Tucker pretty well. But the best part is that you lead them."

"Yeah well, I've still got five other members on the team that you guys should meet." Danny said. "And I'm taking you to see that mansion."

"How'd you get a mansion?" Sam asked with a smirk.

"Long story." Danny replied, but his demeanor became serious. "Vlad is still out there though. And each member of my team has his or her own world to protect and I'm going to have to…"

Sam silenced him with a finger to his mouth. "It's okay. I understand. Avengers, protectors of the Multiverse. I like the sound of that."

"You might not see too much of me." Danny admitted. "But… if we need help; you and everyone else are the first people I'll call."

"Danny, I get it." Sam began. "You have a team, and now you're a part of something that's bigger than anything you've done before. I'm proud of you. And no matter what happens, I'm still here for you."

Danny smiled. "Thanks, that's all I need."

The two looked into each other's eyes before they slowly leaned in for a kiss.

 **The End.**

 **That is it for Episode 3 of my Avengers series. Don't worry; you'll be seeing plenty more of Vlad, he's not done yet. You'll be seeing more of Danny's friends as well.**

 **As for my more immediate episodes, you'll be seeing more of the worlds of my other Avengers; meeting many of their friends and enemies as they travel across each other's worlds.**

 **Thanks again for your patience. Episode 4 will come out soon. See you next time.**


End file.
